Consultancy agreement for a non-executive adviser

A non-executive adviser gives a company the benefit of their experience without the duties and exposure of a directorship, and the agreement is what keeps the two apart: it defines an advisory role with a modest time commitment, makes clear that the adviser has no authority and takes no decisions, manages confidentiality and conflicts for someone who advises other companies, and sets the fee or the equity. I draft that agreement, for the company or for the adviser, for a fixed fee of £595, delivered in five working days.

Who this is for

Companies in England and Wales bringing in an experienced adviser to the founders or the board without appointing them a director, and advisers with portfolios of companies who want a standard agreement for each.

What matters in a non-executive adviser agreement

Adviser or director

A non-executive director is an officer of the company with the duties in the Companies Act 2006, appointed and registered as such; an adviser is a consultant with none of them, and the agreement should say so in terms, so that the adviser is not a director, officer, employee or agent, attends board meetings only by invitation and without a vote, and advises rather than decides. A board that acts on an adviser's instructions risks making them a shadow director under section 251 of the Act, and the agreement should state that the adviser's advice is advice.

The time commitment and the services

The agreement should define the services (a monthly meeting with the founders, availability by phone and email, introductions, attendance at a stated number of board meetings, review of plans) and the time commitment in hours or days a month, with any additional work agreed separately at a day rate; an adviser who is 'available as needed' has agreed to nothing and to everything.

No authority, no duties and no reliance by third parties

The adviser should have no authority to bind the company or to represent it, should not be held out as an officer, and should owe duties only under the agreement and to the company, with the company agreeing that the advice is for its benefit on the information it provides and that third parties, including investors, may not rely on it; the exclusion of rights under section 1 of the Contracts (Rights of Third Parties) Act 1999 does that work.

Confidentiality and conflicts

Advisers with portfolios see several companies' plans, and the agreement should impose confidentiality on the company's information with the usual exceptions, prohibit use of it for other companies, require the adviser to disclose interests in competing or related businesses and to recuse from matters where they conflict, and allow the adviser to continue other appointments; where the adviser introduces investors, customers or hires, the agreement should say whether any fee is payable and ensure that no inducement is offered that the Bribery Act 2010 would catch.

Fees, equity and expenses

The agreement should state the fee (a monthly retainer or a fee per meeting), expenses, invoicing and interest under the Late Payment of Commercial Debts (Interest) Act 1998, and, where the adviser receives shares or options instead of or as well as cash, cross-refer to the option agreement or subscription with vesting over the advisory period; equity granted to an adviser who is not an employee cannot use the tax-advantaged schemes available to employees, and the tax treatment of advisory equity is for the adviser's own accountant, with the agreement noting that the adviser is responsible for their own tax.

Term, termination, status and liability

The agreement should run for a fixed term with renewal or until ended on short notice by either side, with fees to the termination date and unvested equity lapsing as the equity documents provide; the adviser's status is that of an independent consultant with several appointments, which the agreement reflects, and the adviser's liability should be limited to the fees received with an exclusion of consequential loss, tested under section 11 of the Unfair Contract Terms Act 1977, because an adviser is paid to advise, not to insure the company's decisions.

What it costs

Consultancy or contractor agreement, £595. Drafted for your business. Five working days.

Template set for repeat use, £895. One master agreement plus a short-form schedule you can reuse for every engagement. Five working days.

Buying online forms the engagement on payment. The scope is what the consultancy and contractor agreements page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A clear, express assignment of intellectual property to your business
• Confidentiality provisions that protect your business information
• Restrictive covenants drafted at a scope a court will uphold
• Clear treatment of status, so the arrangement is not accidentally something else
• Payment, deliverables and termination provisions that match how you work
• A reusable structure, so the next engagement costs you nothing

What is not included

• Employment status determinations and off-payroll working assessments, which need your accountant
• Tax advice
• Disputes with a contractor you have already engaged
• Immigration and right to work compliance

Questions I am often asked

Can an adviser attend our board meetings?

By invitation, without a vote, and the agreement says so. Regular attendance with influence over decisions edges towards shadow directorship, so minutes should record that the adviser attended to advise.

Do we have to pay an adviser in cash?

Cash is not required. Equity with vesting is common, documented in an option agreement or a subscription that the consultancy agreement refers to. The tax treatment of adviser equity differs from employee schemes and the adviser should take their own advice.

Is the adviser liable if their advice is wrong?

Within the limit the agreement sets, usually the fees, for advice given without reasonable care. Not for the company's decisions, which remain the board's. An adviser who is expected to carry more risk is being asked to be a director.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Advisory board member agreement
• Adviser agreement with equity for a startup

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: October 2026. Email geoffrey@caesar.co.uk.